Chrysler 2008 Annual Report Download - page 171

Stock Option plans linked to CNH Global N.V. ordinary shares
In the Agricultural and Construction equipment Sector, CNH Global N.V. (“CNH”) has granted share-based compensation to
directors’ officers and employees which are linked to shares and which have the following terms.
The CNH Global N.V. Outside Directors’ Compensation Plan (“CNH Directors’ Plan”)
This plan, as amended on July 22, 2008, provides for the payment of the following to independent outside members of the CNH
Global N.V. Board in the form of cash, and/or common shares of CNH, and/or options to purchase common shares of CNH.
an annual retainer fee of 100,000 USD;
an Audit Committee membership fee of 20,000 USD;
Corporate Governance and Compensation Committee membership fee of 15,000 USD;
an Audit Committee chair fee of 35,000 USD; and
a Corporate Governance and Compensation Committee chair fee of 25,000 USD (collectively, the “Fees”).
Each quarter the outside directors elect the form of payment of ¼ of their Fees. If the elected form is options, the outside director
will receive as many options as the amount of Fees that the director elects to forego, multiplied by four and divided by the fair
market value of a common share, such fair market value being equal to the average of the highest and lowest sale price of a
CNH Global N.V. common share on the last trading day of the New York Stock Exchange preceding the start of each quarter. Stock
options granted as a result of such an election vest immediately, but shares purchased under options cannot be sold for six months
following the date of exercise. Prior to 2007, CNH also issued automatic option awards, which vest after the third anniversary of the
grant date.
At 31 December 2008 and 2007, there were 746,067 and 770,600 common shares, respectively reserved for issuance under the CNH
Directors’ Plan. Outside directors do not receive benefits upon termination of their service as directors.
A summary of outstanding stock options under the CNH Directors’ Plan at 31 December 2008 and 2007 is as follows:
Options Weighted Average Options Weighted Average
outstanding at remaining contractual outstanding at remaining contractual
Exercise price (in USD) 31 December 2008 life (in years) 31 December 2007 life (in years)
9.23 - 15.70 11,358 8.0 4,000 5.4
15.71 - 26.20 19,656 6.7 19,656 7.7
26.21 - 40.00 40,295 7.6 37,252 8.5
40.01-56.00 11,162 9.1 2,896 9.5
56.01-77.05 10,037 6.1 10,037 7.1
Total 92,508 73,841
Fiat Group Consolidated Financial Statements at 31 December 2008170